Online Review Manager
END USER LICENSE AGREEMENT
The terms of this license are an agreement between you and the provider of the software tools through which you accessed this agreement (the “Application”), including any licensor who made the tools available to your provider (together and individually, the “Licensor”). They are legally enforceable, so please read them carefully. The terms apply to your use of the Application and any related services, including any updates or supplements made to the Application and any information provided with or obtained through use of the Application; provided, however, that if the Application or an update or supplement comes with separate terms, then those terms will apply, in addition to these terms.
IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT ACCESS OR USE THE APPLICATION. UNLESS YOU AGREE TO THESE TERMS, YOU HAVE NO RIGHTS TO THE APPLICATION.
If you agree to these terms, you have the following rights and obligations:
1. INSTALLATION AND USE
a. You may download, install, and use the Application for your own individual use in the management of your online reputation and, if you are a reseller, your client’s online reputation. You acknowledge that some review sites, such as Yelp, Google and others, discourage the use of reputation management software such as the Application and may even impose penalties when they discover such use. Licensor does not monitor the policies of such review sites and disclaims any obligation to do so. You agree to be responsible for compliance with any such policies and to accept any penalties imposed by review sites for failure to do so. Licensor does not make any warranties or representations regarding any review site policies.
b. You agree that you will not use the Application for any conduct or action which may be illegal or contrary to any applicable government regulation or standard.
c. You also agree that you will protect the security and privacy of the device on which the Application is installed, whether mobile or desktop, in order to prevent use of the Application by any unauthorized party.
d. You agree that you will not use the Application to in any way infringe upon the intellectual property rights of any third party.
e. You agree to use any documentation or information provided with the Application or processed using the Application only for internal purposes expressly authorized by the individual whose information you will process using the Application or such individual’s parent or legal guardian (if such individual is a minor).
2. CONSENT TO TRANSMISSION
The Application may connect to internet-based or wireless services. By using the Application, you consent to such connection and to the transmission of standard device information, such as technical information about your device, the system you use, and your use of the Application. No such information will be transmitted by Licensor to a third party, except in aggregate format where no personal information is discoverable.
3. RESTRICTIONS ON LICENSE
This agreement allows you to make certain uses of the Application, but you do not own it. Licensor may disable the ability to use the Application if you do not comply with the terms of this agreement, and in that event, your license will also terminate. You may not do the following:
a. Attempt to reverse engineer, decompile, or disassemble the Application.
b. Work around any technical limitations in the Application without specific written authorization from Licensor.
c. Make copies of the Application.
d. Rent, sell, give, lease, or lend the Application or any information obtained using the Application to any third party.
e. You may not use the Application to attempt to access without authorization any service, account, network, or data by any means.
4. EXPORT RESTRICTIONS
The Application, like many software products, is subject to the export laws and regulations of the United States of America. You agree to comply with all domestic and international export laws and regulations that may apply to the Application.
5. CUSTOMER PRIVACY
As a user of the Application, you will have received personal information, either from your system or directly from a patient or customer. The Application assists you to access that personal information and to communicate with those patients and customers. However, Licensor does not oversee your use of the Application to ensure that you are acting in good faith and within the limits set by applicable laws and regulations, such as (but not limited to) the California Consumer Privacy Act, HIPPA Privacy Rule, General Data Privacy Regulation in Europe, the Telephone Consumer Protection Act in the U.S., the Consumer Review Fairness Act, all applicable rules promulgated by the United States Federal Trade Commission relating to sending text and other messages, soliciting customer reviews, seeking to encourage or cause positive customer reviews and/or otherwise providing any services in connection with customer reviews, and any other local, national, or international law or regulation (collectively and individually, “Applicable Laws”). You are responsible to learn and abide by the requirements of all Applicable Laws and to act in good faith regarding your use of the Application and your communication with your patients and customers. Without limiting the foregoing, you agree to use the personal information processed using the Application only for the purposes for which you have received it and to refrain from transferring the personal information to any other party.
6. DISCLAIMER OF WARRANTY
THE APPLICATION IS LICENSED “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. LICENSOR, ITS EMPLOYEES, AFFILIATES, SHAREHOLDERS, OFFICERS, AND AGENTS (“COVERED PARTIES”) MAKE NO WARRANTIES, GUARANTEES, OR CONDITIONS UNDER OR IN RELATION TO THE APPLICATION. IN PARTICULAR, THEY MAKE NO WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. CERTAIN JURISDICTIONS LIMIT THE APPLICABILITY OF DISCLAIMER LANGUAGE SUCH AS THAT CONTAINED IN THIS AGREEMENT, AND WHERE SUCH LIMITATIONS ARE IN FORCE, YOU MAY HAVE RIGHTS DIFFERENT FROM THOSE SET FORTH IN THIS SECTION.
7. LIMITATION OF REMEDIES AND DAMAGES
IN ANY CLAIM (INCLUDING CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER TORT) RELATED TO THE APPLICATION OR THIS AGREEMENT, YOU AGREE THAT YOU MAY RECOVER FROM LICENSOR ONLY DIRECT DAMAGES UP TO THE GREATER OF THE AMOUNT YOU PAID FOR THE APPLICATION OR ONE U.S. DOLLAR. YOU AGREE THAT YOU WILL NOT SEEK OR CLAIM FROM ANY OF THE COVERED PARTIES, AND LICENSOR SHALL NOT BE RESPONSIBLE FOR, ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES, EQUITABLE RELIEF, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. THIS LIMITATION APPLIES EVEN IF ANY COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES AND EVEN IF REPAIR, REPLACEMENT, OR A REFUND FOR THE APPLICATION DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES.
You agree to indemnify, defend, and hold harmless Licensor from and against any and all claims, lawsuits, judgments, settlements, costs, and attorney fees and court costs, including on appeal, related to your use of the Application, information obtained or manipulated through the use of the Application, custom content created and produced by you through your use of the Application, compliance with all Applicable Laws (defined above) and any claim brought by a third party related to your use of the Application. This obligation includes, but is not limited to your breach of any of the obligations set forth in this agreement.
Licensor agrees to indemnify, defend, and hold you harmless from and against any and all claims, lawsuits, judgments, settlements, costs, and attorney fees and court costs, including on appeal, related to any claim that the Application infringes upon any intellectual property right of a third party. However, Licensor’s duties under this grammatical paragraph shall only apply if you give prompt notice (in no case more than seven days after becoming aware of a potential claim) to Licensor that such a claim exists. Licensor shall have control of any litigation or proceeding resulting from any such claim.
9. APPLICABLE LAW AND JURISDICTION
The laws of the State of California, without reference to its choice of law provision, shall apply to this agreement. In the event of a dispute in any way related to this agreement, the Application, or data acquired or manipulated in conjunction with the Application, then the parties hereby submit themselves to the exclusive personal jurisdiction in the state and federal courts of the State of California.
10. ENTIRE AGREEMENT